Milliana x Pantherlily (A Fairy Tail in the Making)
by Rachelle.Eliizabeth
Summary: So this is my weird ship, there's hardly anything out there with them as a couple, and I can totally understand why but part of me really needed to make it happen just this once, so enjoy with an open mind.


**So this ship is going to be a bit weird for some people but I've been playing around with it in my head and I wanted to give it a shot. Milliana x Pantherlily, a one-shot written in third person omniscient.**

"Is that the best you can do Pantherlily, I would have expected better from an exceed guard!" Ezra taunted just out of the cats reach. He could feel his muscles straining and the magic he used to sustain his larger form slowly slipping away. They had been out here for hours now but still the female mage still appeared full of energy. He envied her endurance, but their training sessions had been helping. He lunged at her with a series of counterattacks that any normal opponent would have fallen too, but Titania was no ordinary opponent.

She dodged his attack smoothly, earning him a sharp whack against his spine. The blow caused him to crumble, the last magic in his reserve leaving with a sharp gasp of air. He transformed once more into his smaller form. Erza smiled at him, "Good work Lily, I think that's the longest you've lasted in you've large size." This was high praise from the S-class mage, but still Lily felt so weak.

He stood dusting himself off and replaced his sword to its scabbard. "Thank you for the match." He watched as she collected her things, equipping her usual armor, then together they began walking back to the guild.

"Hey Lily, do mind if I stop at the pastry shop?" Ezra asked as they neared the center of town. "I'm craving cake." No surprise there, but Lily nodded knowing all too well the consequences that went along with denying Erza cake.

The shop itself was bright and cheery an assortment of pastries adorning their respective shelves. Ezra took her time selecting her victim but eventually settled on one and made her purchase. Lily was glad; after all it hadn't been his plan to spend the afternoon in a cake shop.

Outside the wind was blowing softly, and Lily could see the sun beginning its decent towards the horizon. "It is getting late isn't it, I'm sorry that took so long Lily." Erza said apologetically.

"No, it's quite all right. I understand how important it is to choose the right desert Erza." He said, diplomatic as always.

Suddenly a loud shriek rang out from across the courtyard and before Lily had the chance to react a young woman was tackling Erza to the ground. It was at this moment that Lily was glad he'd offered to carry the Cake's container. He could just imagine the pastry strewn across the cobblestones, but he did not want to imagine Erza's wrath if something like that happened.

Erza caught the girl in a fierce hug, it was only when she pulled back that the Exceed realized that the running girl had been none other than Milliana, Erza's longtime friend.

He felt his eyes caress the girls form; she was as he remembered her from the Grand Magic Games, wild. She was human with just a touch of feline. Erza was staring at him. Why was Erza staring at him? That was when he noticed the soft purr emanating somewhere deep in his chest, he coughed trying to play it off as nothing. Erza's eyes narrowed but her conversation with Milliana drew her back in. Lily saw his opportunity to escape and he quickly got a better grip on the cake and began walking towards the guild. He didn't get far before he heard another shriek. He could feel her reaching for him before he was swept up into her arms, this time the cake was not out of arms reach and he watched it slipping from his grasp. His breath caught in his chest. Partially due to the vice grip on this midsection but mostly due to the cake that now lay splattered on the cobblestones.

"You're so cute!" Milliana gushed squeezing the petrified Exceed to her bosom. As much as Lily wanted to enjoy this moment, he was more afraid of Erza's wrath. Lily no longer wanted to see the cake on the ground, so he moved his paws to cover his eyes.

"Lily! How could you let this happen? This is an injustice to pastry!" Ezra shrieked drowned out Milliana's. The female mage kneeled on the ground by the splattered remains. She starred longingly for a few more seconds before turning towards the pair, rage filling her eyes as she reequipped into her empress armor. Lily saw all this through his spread fingers, the poor cat shaking slightly.

Milliana's arms wrapped around him protectively and it was all he could do to keep himself from purring a second time. "Ezra calm down, it wasn't his fault. Besides, aren't you happy that I'm here? If it's that serious I can buy you a new cake." She rolled her eyes at Erza's spectacle. Lily couldn't comprehend how this small mage stood so unafraid in front of the great Titania.

The girls faced each other, Milliana's smile standing like a challenge. Finally Ezra relented; returning to her usual attire she quickly grabbed the other girls arm dragging both her and Lily back to the pastry shop.

It took at least another hour for Erza to choose a replacement cake but finally the trio was on the way beck to Fairy Tail's guild hall. Erza walked proudly ahead carrying her cake, she had refused to let neither Lily nor Milliana carry it. The other two hung back still dazed by the whole experience.

"There really is no getting in-between Erza and her cake, is there?" Milliana asked.

Lily chuckled a bit, "No, definitely not. Thank you, for what you did back there." He added, blushing a bit.

"What? That? Oh that was nothing," She said, brushing off his gratitude is a way that made him feel slightly more embarrassed. Was it wrong of him to find her so attractive? It wasn't like how he felt about Shagotte, his reverence for the queen was undeniable but she was quite a bit older. The same could be said between him and this human girl. She was saying something else, he chastised himself, Stupid Cat, what had the girl said?

"Huh?" He responded blackly.

She laughed making what he could only describe as a slight purr as she did so. It made his fur stand on end, and he caught himself blushing a bit more.

"I asked if you spend time with Erza often."

"Oh, hmm," He cleared his throat to respond. He spar quite often, I feel it's the best way to build my endurance. The more I train with Erza the easier it becomes to stay in my true form during battle.

Milliana's eyes widened a little, "What do you mean by true form?"

Lily smiled, he was still tired but he'd regained enough of his strength to transform. To be honest he was kind of intrigued by the idea of showing off for this small human female. So he stood up a bit straighter, "This," He said transforming into his true form. His powerful body highlighted in the soft evening light. Each muscle taught due to strain, this was taking more from him than he expected.

Milliana's ears perked up at the sight of him, a slight blush filling her cheeks, as she let out a second purr this one unaccompanied by her laugh. Lily was proud of this form, but the power he had was quickly fading and with a pop he returned to his smaller, cutter form. Milliana caught him on his way back down to the ground snuggling his small body to her.

"Kitty" She squealed, her admiration quickly replaced by a childish possessiveness of the Exceed. Wow this girl really had a thing for cats. She let go of him quickly though, this time the blush evident on her cheeks.

"I'm sorry," she said, "You're more than just a kitty cat, now that I've seen you like that…" she paused. "Well I'm sure you don't enjoy being man handled like that."

"No, it's quite alright; I can still appreciate a good scratch behind the ears." He teased, trying to make the girl feel more comfortable. "Please do not feel embarrassed around me."

She smiled brightly and they continued their walk to the guild.

"So what brings you to Magnolia?" He asked politely.

"Mostly for Erza, but it's also a trip of convenience you see I was on the way home from a mission and it was just on the way."

"Really, what kind of mission," He asked a bit excited now.

She looked away, and he could see what could only be described as embarrassment etched across her face. "I really don't want to talk about it." She laughed, then breaking the tension. Once more he could hear the soft purr at the end. He decided that he liked her laugh. "It's just nice to see Erza and Fairy Tail too."

He nodded. By now they'd caught up to Erza at the guild's entrance. He held the door for the ladies like a gentlemen, but once inside they parted ways. Erza and Milliana made a bee line for Mira Jane's bar, while Lily looked around the hall until he laid eyes on Gajeel slumped in a booth he shared with Levi, listening to her read. The cat flew tiredly to land on his best friend's head. He stayed quiet, choosing to listen to the story, _Beauty_ _and the Beast_. It was one of Gajeel's favorites. Anyone who paid any attention could understand why. The story gave the oversized iron dragon slayer hope. Hope that one day Levi could learn to love him, just like Belle had learned to love the beast. What the thick dragon slayer had yet to notice was Levi's already strong admiration. He didn't need to wait for her love, he already had it. Lily saw all of this, and sighed. There were only so many hints and nudges a cat could give, he'd resolved himself to letting the couple work it out on their own.

He sighed; even an idiot like Gajeel could be loved, but what about him? He listened to the story halfheartedly his eyes wandering around the room until they came to rest on Milliana. She was still seated at the bar with Erza.

He didn't notice when Levi stopped reading, his mind was far away. Locked in a castle of his own but instead of Bell it was Milliana breaking his curse.

"Lily? Lily, are you listening to me?" Levi asked with a worried tone.

"Humph," Was the closest thing to a response he could muster.

"Hey cat, Levi's trying to talk to you." Gajeel's voice roused him from his stupor.

Levi laughed a little, the sound drawing his attention away from the feline like mage. "Where's your head today?" She teased.

"Nowhere, I'm fine Levi. Did you need something?" He responded.

"I was trying to ask you how your sparring session went." The blunette said sweetly.

"Oh same as usual, I think my stamina is increasing but I'm still no match for Titania."

Levi smiled and understanding smile, and directed her next comment to Gajeel.

"So what is it with you and this story Gajeel?" She teased. "It's only the seventh time you've asked me to read it."

The iron eating man grunted a bit, a large blush forming in his cheeks. He could take our entire armies but the idea of admitting his feelings to Levi made his knees weak. This was Pantherlily's queue to escape. He took flight heading for the bar, deciding however to avoid another conversation with Milliana, at least for the time being. Instead he landed next to Lucy, who seemed to be pouring over a book of her own.

Not really wanting to interrupt her, he waited patiently for her to notice his presence. It took a few minutes, in which time Lily commandeered a drink and a few kiwis, but finally the blond mage noticed him.

"Hey Lily, how was sparring with Erza?" She asked.

"I'm proud to say that I'm improving."

Erza overheard this and raised her mug to yell, "Hell yea, he is" in agreement. Milliana snickered at this, and gave Pantherlily a small smile accompanied by a blush, which Lily returned. Lucy studied this interaction carefully, taking notice of the blushes adorning both parties' cheeks.

"Okay spill," She said quietly to the Exceed.

"I don't know what you're talking about," He said avoiding the question.

"Oh yes, you do." She said poking him with an unopened stray.

He blushed a little harder, "Okay maybe I do, but I'm definitely not going to talk about it here." Lucy nodded in response. She understood that, last time she'd mentioned some of her concerns about Natsu to Mira the whole bar had overheard. It was quite embarrassing, and Lucy counted herself lucky that the fire mage was as dense as he was. Great, now she was the one blushing.

It was at that moment that the master of disaster decided to barge into the guild. "Hey ice princess where are you? I want to spare with you before I leave for my next mission!" He opened his mouth wide and both Lucy and Lily could see the fire brewing in his belly.

Lucy rolled her eyes, too in love to really be annoyed. This was nothing new; she smiled again at Lily then made her way to the job board. Pantherlily knew this conversation wasn't over but he also knew it might have to wait until she returned from a mission. He didn't know how long Milliana would be in town, and he was nervous on how to proceed. I mean it wasn't really a common thing for an Exceed to be with a human. Even is said Exceed could take on a form similar to that of a human man, and said human had used transformation magic to make herself more and more cat like. Hell the girl even had a tail, an adorable fucking tail. Maybe she could be his Fairy Tail, he laughed a little to himself at that joke. He let himself relax against the bar's ceiling brace, closing his eyes for a moment.

"Hey, Lily," a feminine voice asked.

"Yea," he said opening his eyes slowly, then surprised. "Milliana! Can I help you with anything?" He asked, forever the gentleman.

"No, no I'm fine." She said smiling again. "I just wanted to tell you that I'm going to be staying in town with Erza for a few weeks, and well maybe when you have free time we could get to know each other better." She was looking around the room now, her eyes unfocused, her tail twitching nervously. "I mean it's fine if you don't want to…"

"No that would be great; I could show you around Magnolia a bit." He responded.

"Yeah, I'd like that." Was his only response, he liked to see her smile.


End file.
